Item 1.01         Entry into a Material Definitive Agreement

On November 30, 2005, E-Z-EM, Inc. (“E-Z-EM”) executed an Agreement for Purchase and Sale (the “Agreement”) with B&R Machine and Tool Corp. (“B&R”).

Under the Agreement, E-Z-EM has agreed to sell, and B&R has agreed to buy, E-Z-EM’s warehouse facility located at 717 Main Street, Westbury, New York, consisting of the land and all buildings, structures and all other improvements thereon (the “Property”).

The purchase price for the Property is $5,100,000, of which $510,000 was paid into escrow upon signing the Agreement (“Deposit”), and the balance of $4,590,000 is payable on the Closing Date.

The closing date of the acquisition is January 31, 2006 (“Closing Date”), except that B&R has the right to adjourn the Closing Date for up to 30 days on payment to E-Z-EM of an amount equal to $2,000 per day as additional purchase price, and B&R has the further right to adjourn the Closing Date for up to an additional 30 days on payment to E-Z-EM of an additional amount equal to $2,500 per day as additional purchase price.

The sale of the Property is on an “as-is” and “where-is” basis as of the Closing Date, except for certain minor repairs and alterations to the Property to be made by E-Z-EM, most of which have already been completed.

The closing of the transaction is subject to (i) B&R receiving a commitment for certain financial assistance from the Nassau County Industrial Development Authority (“NCIDA”) and (ii) E-Z-EM curing any objections to title to the Property other than customary permitted encumbrances. If the foregoing conditions are not fulfilled, B&R can elect to terminate the Agreement. If B&R elects to terminate the Agreement due to its failure to receive a commitment from the NCIDA, or fails to close the transaction for any reason other than a default by E-Z-EM, E-Z-EM may retain the Deposit. If B&R elects to terminate the Agreement due to E-Z-EM’s failure to cure objections to title, the Deposit will be returned to B&R.

If E-Z-EM breaches the Agreement, B&R may, as its sole remedy, either (i) terminate the Agreement, if E-Z-EM is unable to perform its obligations thereunder, or (ii) sue for specific performance, if E-Z-EM is able to perform but declines to do so. If B&R breaches the Agreement, E-Z-EM may terminate the Agreement and as its sole remedy retain the Deposit as liquidated damages.

The above description of the Agreement is a summary and is qualified in its entirety by the Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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